Faded Memories
by Dragon Star Empress
Summary: The problem with loyalty to a cause is the cause will always betray you. Back story for Lockdown exploring how he ended up hunting down other Transformers and why some things he said didn't match up with the previous movies.


"Do you want to feel them move?" a femme asked looking down at him and smiling.

He nodded his head excitedly. She took his hand and guided it to her belly where the metal that usually covered it had spread out as her belly grew and a softer, almost rubbery skin filled in the spaces between. At the same time a young femme, only slightly younger than him also placed her hand on the older femmes belly and they both giggled and grinned widely at each other as their hands were kicked at.

...

"Lockdown, Celestia, it looks like you two are going to be keeping busy, especially you Lockdown," a mech said as he scooped one up in each arm and carried them into another room.

"Why daddy?" Lockdown asked.

"Well, you know how we told you that you were going to have a new little brother or sister?" he asked as he walked towards a crib in the room.

"Yeah, is it a brother? Is that why I'm going to be busy, because I'll get to teach him how to fight and race and stuff?" Lockdown asked excitedly.

"Yes and no, you're going to be so busy," the mech said as he let the two look into the crib, "because you've got two little brothers to look after. This is Sunfire and Starfire," he told them, "Don't forget, as their big brother you have to set a good example for them and keep them safe, no getting them into fights with bigger bots like you're always doing, or racing near the cliffs."

"I promise daddy, I'll take good care of them and always keep them safe."

...

"Lockdown, I'm scared," Starfire said as he cowered behind Lockdown with his twin and sister as explosions shook the ground and smoke filled the air.

"Where are mommy and daddy?" Sunfire whimpered.

"I don't know, I'm sure they're fine and looking for us right now. Don't worry, you know I'll keep you safe," Lockdown replied.

"You promise?" Celestia asked.

"I promise, I'm your big brother I'll always keep you safe no matter what," he assured her before they all cried out and huddled more tightly together as an explosion shook the ground and lit up the sky not far from where they were.

"Maybe mommy and daddy went to the meeting hall, they always said if there was an emergency and we couldn't find them, that's where we should go," Celestia said.

"Okay, that's where we'll go then, but stay behind me," Lockdown told them before they hesitantly left their hiding place.

"Well well, what have we here," a voice said behind them.

Lockdown quickly turned around, shoving his younger siblings behind him as he did, "What are you? What do you want?" he demanded trying not to sound afraid as an armor covered alien looked down at him.

"Don't worry, I'm not going to hurt you, I'm hear to take you home," the alien told him.

"Our home is gone, we were playing outside when the explosions started and when we got home our house was gone and we couldn't find our parents," Lockdown told him.

"I know right where everyone is gathering, I'm sure your parents will be there, I can take you there, it's right this way," the alien said indicating the way they had already been heading.

"I don't trust him," Starfire whispered.

"I don't either, but I don't know what else to do and that is the way to the meeting hall. Just follow him and if we see anyone we know we'll ask them for help instead," Lockdown replied before hesitantly following the alien.

A little while later they arrived in the area where the meeting hall had been. Several dozen children had been gathered and stood close together, clinging to each other, some of them crying for their parents.

"Okay kids, we're going to get you back with your parents as soon as possible, but first I need you to split up into two groups, girls over here and boys over there," the alien in charge told them.

"My sister stays with me!" Lockdown firmly told the alien.

"Come on kid, just do as you're told, you'll only be ten feet away from her, she'll be fine. The sooner you kids cooperate the sooner you'll be back were you belong."

"I'll be alright, don't make him angry, he looks mean," Celestia said as she took the hand of one of her friends and walked over to where the alien had told them to go.

"You sure we have to do this? That's a couple dozen workers there," one of the aliens said quietly motioning towards the girls.

"Haven't heard how the final rebellion started, have you? They start questioning if their alive and sentient and they complain, a few might rebel. Once they realize they can reproduce, they realize they are alive and they all rebel and that's how our species ended up on the verge of extinction. That's why we don't take the females," the leader replied then said to the other aliens, "Deal with them."

In a split second the aliens raised their guns and fired on the girls. Lockdown immediately ran to Celestia, dodging one of the aliens who tried to stop him. He pulled her into his arms, her dark lifeless eyes staring up at him, as if questioning why he had broken his promise to keep her safe.

His spark ached as if it were being crushed, but everything else was numb, he couldn't move, all he could do was think of how he had failed to protect his little sister. Since the day she was born he'd always promised her he'd keep her safe. He'd gotten in trouble dozens of times for beating up other kids, some of them twice his size, for picking on her, they always ended up running home crying to their moms. Everyone knew, if you mess with Celestia you'd have to deal with Lockdown. He'd promised to protect her and then he chose to follow the alien, he had failed, it was his fault she was dead.

He sat there, paralyzed with grief, watching her energon pour out of several wounds, over his hands and across the ground until it started to pool against the side of a long, sharp piece of broken metal amongst the rubble and he finally snapped out of it. He gently set his sister down, then, in the blink of an eye snatched up the metal and lunged at one of the aliens. The metal sunk between the alien's armor at his neck and he let out a gurgling cry before collapsing to the ground. Lockdown ripped the armor away from the aliens neck, his eyes widening in realization before he darted away as two more aliens tried to grab him.

"They're organics, get through their armor and kill them!" he yelled to the other boys.

Most of the boys were still paralyzed with shock and horror at the death of the girls, but several joined the fight. Unfortunately the aliens were armed with a weapon that sent such a powerful jolt of electric through the boys that it paralyzed them. Still the boys managed to kill a good dozen of the aliens, Lockdown took out four of them and was the last one to be subdued.

"How old are you boy?" the alien leader asked.

"I'm twelve and I don't care how young I am, I am going to kill all of you," Lockdown practically growled at them, somehow managing to sound confident and threatening even though most of his body was paralyzed.

"What do you think?" the leader asked another alien.

"Our research shows the secondary memory core is activated around the age of twelve, there is a chance his hasn't activated yet."

"Good, find out, if his fighting skills are natural talent and not taught, he could be very useful against the other rebels."

A little while later Lockdown and the other boys had been strapped into chairs, still paralyzed from the weapons effects on them. Lockdown watched helplessly as his brothers and the other boys cried while the aliens opened up the backs of their heads, poked around for a minute then pulled out a wire and cut it, causing the boys to lose consciousness.

The last thing Lockdown was aware of was one of the aliens by his head saying, "Good news, the neural connections to his secondary memory core have only just started to connect, we shouldn't have any problem with the reprogramming." then there was a sharp pain and Lockdown lost consciousness.

...

Lockdown onlined his optics and found himself laying on a metal table, someone had a device attached to his head and was looking at the readouts on the device, "Who are you?" Lockdown asked.

"We are your creators," the being replied, motioning to other similar beings in the room who were inspecting other robots, "We built you, you are a highly advanced robot designed to help and serve our people. Do you remember anything?"

"No, nothing before the last couple minutes, should I?" Lockdown asked.

"No, of course not, this is your first time coming online, but we copy basic knowledge from robots that have been active longer and occasionally it will cause false memories and glitching."

The boys were trained in various skills, some for construction and other civilian jobs, Lockdown was assigned to a group who would be trained to fight and protect their creators. Eventually they were told they would be sent out into space to hunt down other robots who had malfunctioned, believing themselves to be alive, sentient and capable of feeling emotions. This Lockdown and his group were assured was not possible, they had highly advanced AI systems, but they were nothing but machines, built by their creators and their creators couldn't create life, life could only be born naturally from life of the same type, it couldn't be built.

If Lockdown or the others showed any sign of emotion they were beaten or painfully electrocuted until they said they felt nothing. The creators told them this was the only way to prevent the same glitch that had caused the other robots to malfunction and they quickly learned to ignore and avoid mentioning any emotion they felt.

"I'm sick of this, almost two hundred years I can remember and I've never gotten more than a couple hours to rest every few days," Sunfire complained as he worked on repairing a damaged ship.

"I know, but this is why we were built," Lockdown replied.

"Yeah, well if you ask me, if they wanted slaves to work without breaks they shouldn't have given us such advanced AIs that we're able to think and realize that they sit around and do nothing while we do all the work around here," Starfire said as he stopped what he was working on, "I don't care what they say, I do feel things, I feel jealous that they get to sit around while we do all the work, I feel angry that they never give us a break or show any appreciation for all the work we do for them, I-"

Lockdown smacked Starfire in the back of the head, "Shut up, you know what they'll do if they hear you talking like that. I heard they offlined Coldmoon when he wouldn't stop saying he was alive and sentient, I don't want to see that happen to you."

"So you'd be upset if they offlined me?" Starfire asked.

"Of course I would, you're my friend, I'd be upset if any of my friends were offlined," Lockdown replied.

"That's exactly it, we do have feelings, being upset is an emotion, caring what happens to each other is an emotion, we all feel emotions, we just deny it because the creators tell us we shouldn't have feelings. I'm sick of denying it, maybe they did build us, maybe we are just advanced machines, but at some point we advanced to the point of being sentient. Don't you ever get sick of pretending you don't feel anything?" Starfire asked.

Lockdown hesitated a moment looking up at the ship they were repairing then finally replied, "Yeah, I do and I'm sick of living in fear of what will happen if I stop pretending. Maybe it's time we did something about it."

Sunfire grinned, "I know that look, you've got a plan don't you?"

"This ship is almost repaired, we slow down enough so that we finish it tomorrow night, when most of the creators are asleep. We get as many bots together as we can, knock out the few guards that are around, steal the ship and get out of here," Lockdown replied.

"Where would we go?" another bot asked.

"Anywhere would be better than this. Maybe we'll find a planet we can settle on, maybe we go offline drifting in space, at least we die free and don't die being tortured to death for feelings we can't stop."

...

The next night about sixty bots took the ship with Lockdown leading them and they left, heading into space. As the creator's planet finally disappeared from view with no signs of pursuit, a cheer of excitement went up from all the bots. For nearly three weeks they were free, free to laugh and enjoy themselves, free to openly morn those who had been killed by the creators for being unable to hide their emotions and free to dream that they might spend the rest of their existence enjoying this freedom. They had located a planet that looked uninhabited that they planned to head for and hoped to make it their new home.

That hope was shattered when the creators caught up with them, with an armada of a dozen ships. As the ships approached they all met and swore that no matter what happened they wouldn't surrender, they would fight to the death before they'd go back. If they had to they would split up and escape then meet on the planet they had been headed for.

The creators gave them one chance to surrender then attacked, the fighting was intense, many on both sides dieing before Lockdown ordered them to split up and retreat.

Lockdown and Sunfire were paralyzed by the creators weapons during the fight, along with a couple dozen others. Starfire had led a group of over a dozen others away from the ship and managed to escape.

Those that had been taken prisoner were placed in stasis cuffs and lead into a room where several of the creators were waiting.

"Where are the others?" one of the creators asked the only bot in the room who wasn't in stasis cuffs and looked unharmed from the battle.

The bot, who was one of the last few to be gathered to join the escape replied, "I'm sorry masters, I was doing maintenance on one of the engines. Because of the noise it was making I wasn't aware the attack had started and wasn't there when they made the evacuation plans."

"Very well, go and recharge, you've earned it for helping us track down these glitching robots."

"How could you betray us like this?!" Lockdown demanded, but the bot didn't even acknowledge him before leaving the room.

"Now, where are the others? And who was glitching enough to plan this?" the creator demanded.

When no one would answer they got out a whip, one specially made to be able to slice through the bots metal skin and armor. A dozen bots were tortured, pieces of their armor painfully ripped from their bodies before they were beaten and whipped, but none of them would say anything. Lockdown was brought up next, he stood staring into the eyes of the creators, refusing to show any weakness.

"You will lower your eyes, you know you are not to meet the gaze of your masters."

Lockdown only continued to glare at them, "You're not my master, I will never serve you again," he replied defiantly. He barely had time to close his eye to protect his optic before the whip sliced down the left side of his face, energon leaking from the wound. He was beaten until he had lost so much energon he could barely stand, but even as energon ran into his optic and his body weakened he never uttered a sound or lost his defiant look. When he could stand no longer he was thrown into the corner with the others who had been beaten nearly to unconsciousness.

Only five bots remained who hadn't been tortured yet, including Sunfire. As the creators got out a fresh whip the other four broke and started begging for mercy.

"It was Lockdown, he planned this whole thing and convinced us to go along," one told them.

"And Starfire is the one who started putting the ideas of rebelling into Lockdown's head and helped convince us that we should leave," the second said.

"It wasn't our fault, they confused us, made us start glitching up. We can tell you where the others went, just please don't torture us," the third said.

"No, you swore, we all swore not to let them find he rest," Lockdown said weakly.

"Forget it, I'm not getting tortured for you or anyone else," the fourth replied.

"No cause, not even freedom is worth this," the third added.

The creators grinned, "Very good," one of them said then looked down at Lockdown, "You see, if you were sentient you would have known, no one remains loyal to a cause if it's not what's best for them."  
>-<p>

The bots who had escaped to the planet were captured and Lockdown and Starfire were forced to watch as they were tortured to near unconsciousness, some of the more rebellious ones were tortured until they offlined. Then Starfire was tortured until he lost consciousness and Lockdown was taken to the repair bay where the others were having the more serious damages they had received during the fight and torture patched up. Unlike their normal repairs when their feeling sensors would be turned off for painful repairs, this time they were being forced to endure the pain.

Lockdown was secured to a table and they began painfully repairing the more severe damage he had received, then one of the creators walked over to him holding a vile of some type of liquid. "We created you so that your body could perform most repairs on it's own if you had enough energy. This acid will destroy that self repairing ability if applied to a wound. I think you need a permanently visible reminder of who you work for, so you don't forget this mess and the slaves you've cost us and to make sure you can never influence more to rebel in the future," he said before pouring a small amount of the acid on to the wound on the left side of Lockdown's face.

Lockdown squeezed his optics shut, as much from the pain as to keep the acid out of them, his hands balling into fists as he fought not to cry out at the unbearable pain. He had suffered too much, he wouldn't give them the satisfaction of seeing him break now.

The bots who had run away were kept under close watch, beaten and tortured at random to remind them who they worked for. Sunfire had gone back to working and never gave the creators any trouble, but only because Lockdown had insisted he avoid drawing attention to himself. Lockdown and Starfire on the other hand maintained their defiant attitudes and had to be kept locked up until the creators seemed to have decided they had had enough. Lockdown and Starfire could hear them talking somewhere down the hall from their cells.

"They're not breaking, what are we supposed to do now?" one asked.

"We try something different, Starfire is a weak pacifist, probably why Lockdown had him lead the retreating group, if he doesn't break we'll just offline him. Lockdown, the vary reason we need to keep him alive is the same thing that is making it so hard to break him, he's a fighter, the best we have, always has been. We try something different, if that doesn't break them, then I know what will break him," another replied.

The next day the creators brought several of the other bots who had tried to escape, but had since been obedient, into the prison. They demanded that Lockdown and Starfire accept that the creators were their masters and they were nothing but machines who had no purpose, but to serve the creators.

Every time they refused the creators would shoot one of the bots through the spark, killing them. Three dead bots later, Lockdown said, "If we're lifeless, emotionless machines then why would we care if you destroy other lifeless machines?"

One of the creators growled angrily, "Enough of this, we're wasting perfectly good slaves," he then raised a gun and fired it straight through Starfire's chest and spark chamber, killing him instantly.

On the other side of the bars, Sunfire who had been among the bots brought in let out a pained cry and collapsed unconscious to the floor, although none of the bots were ever sure why. Lockdown collapsed to his knees at Starfire's side, he had watched the others being killed, he felt bad for them, but had comforted himself with the thought that at least they were free now. For some reason he couldn't understand, Starfire's death felt like a piece of his own spark had been ripped out.

"Shall we kill this one next?" one of the creators asked aiming a gun at Sunfire's spark.

Lockdown could have easily accepted his own death at the hands of the creators, but the thought of losing Sunfire as well as Starfire was unbearable, "No! Please masters, I'm sorry. You built me, my only purpose is to serve you, I swear I'll never forget that again," Lockdown said, still on his knees with his eyes to the ground.

"That's better."

...

For tens of thousands years the creators continued to remind Lockdown and the others who they worked for, that they were nothing but machines built to serve their masters and if there was even the slightest sign that one of them might question that, they were brutally tortured. After thousands of years of being forced daily to declare their loyalty to their creators and reciting the fact that they were nothing but soulless machines they had come to believe it and believe that their brief rebellion had been the effects of a virus or glitch. Any emotion they thought they felt was just a glitch in their systems that they ignored. As the creators had always believed, Lockdown's fierce fighting spirit came in handy. As they're trust that Lockdown had learned his lesson and would not turn on them again increased they gave him more freedom. At first sending him on missions against the malfunctioning robots along side the creators and eventually giving him his own ship and crew to lead on his own to hunt down the other robots.

...

Lockdown woke up with a pained groan, not bothering to online his optics, he hated it when those memories resurfaced while he recharged. What annoyed him the most was that he always felt like the dream had been longer than he could remember, it would start when he first came online on the creators table and end after Starfire's death, but it always felt like there had been something before the creators had brought him online. No matter how hard he tried to remember what had happened earlier in the dream memories all he could grasp was a feeling of overwhelming loss and an almost instinctive need to protect Sunfire above all the rest of his crew.

He finally onlined his optics, trying to remember why his head and chest hurt so badly, when he tried to move and couldn't because of the increase in pain he quickly remembered. Prime had nearly cut him in half, taking a chunk out of the side of his spark chamber and slicing him in half straight through to the top of his head. He had managed to bring in one of the remote controlled capture ships, like the one he had use to transport Prime to his ship. He had barely gotten it programmed to pick him up, return him to his ship and get the ship as far away from Prime as possible, before he had lost consciousness

He commed for help, but received no reply, he knew most of his crew had disappeared while off ship fighting, but he had hoped someone would have returned. It seemed not even the steeljaws were still on the ship, all that remained were a few of the trash drones which were recently built by the creators and had only the most basic of AI systems. He was alone and would have to deal with this himself. Transforming one hand into a sword he cut through several sections of the net from the capture ship that he was tangled in and tied it around his chest and neck to help hold himself together. He then slowly and painfully struggled to his feet and headed for the bridge of the ship. It was a long trip, severed connections in is brain making it more difficult to get his limbs to move. Once he was at the bridge he turned on the locator beacons for his crew, several showed up as having been offlined, several didn't show up at all, either they had been offlined or had their beacons damaged in battle, relief flooded his spark when the one beacon that did show up was Sunfire's. Sunfire had become the ships medic and would be able to repair Lockdown as long as he wasn't badly damaged himself, but at least he was online and several signals around him indicated several of the steeljaws were with him. He felt disgusted with himself when he realized they were in America, that meant he had left the planet without Sunfire. He had gone weeks without recharging while hunting for Prime and once he had captured him and finished his deal with the humans the exhaustion had finally hit him. He had put his crew in charge of getting the ship ready to launch before letting himself relax with the steeljaws, at least until the anchors had fired and he sent them to help locate any escaped prisoners. It wouldn't have been the first time one of the trash drones was tricked into thinking part of a cage was trash by a prisoner and released them. That combined with his exhaustion made him not bother with asking the crew what had been going on. When he came out of a brief recharge and the ship was prepared to launch he had assumed if it had been anything major they would have notified him before completing the launch. It made little difference now, all he cared about was surviving long enough to get back to America. He started up the ship's cloaking shields then programmed the autopilot before collapsing into his chair. "I wonder if this is what it feels like when the humans say they have a splitting headache," he thought before losing consciousness.

* * *

><p>Yes I want to believe he's still alive, you can see his ship fly away after the finale battle and Optimus survived having a sword run through his chest and Megatron survived having a huge chunk of his head ripped off, so why couldn't Lockdown survive?<p>

This was inspired by several things, Lockdown's line "The problem with loyalty to a cause is the cause will always betray you" it didn't really register the first few times I saw the movie, but once it did I just kept thinking, oh you poor thing, what have you suffered through to make you say that. And sometimes he just looks so sad.

Then there was when he told Optimus he had been built not born and his creators wanted him back. Well that just leaves a plot hole big enough Optimus could walk through it, since the ancient Primes clearly said Optimus was their descendent. Whether they reproduce like humans or they built and then used the Allspark to bring their children to life, for Optimus to be their descendent he would have had to have been created by another Prime, not a completely different species of aliens. And I'm more trusting that a bunch of dead bots in Transformers heaven have better knowledge of how things are than what Lockdown does.

Basically my theory is the Quintessons built the original Transformers, the Allspark crashes out of space into one of the factories where the bots are built and brings them to life, the Quintessons try to keep the bots convinced that they're not alive so they don't lose their work force and kill any who won't accept that. One of the Quintessons arguments is that the bots were built not born so they can't be alive and sentient. That works until one of the females ends up pregnant and at that point the rebellions get worse and the Quints kill her before she can give birth. After that a small group with at least a couple other pregnant females steals a ship and escapes before the Quints find out. They eventually find an uninhabited planet and settle there. This is where Lockdown was from and the starting population being so small is why Lockdown and his crew all look so similar in appearance. A second, large group of the remaining sentient bots escape from the Quints, take the Allspark with them and settle on Cybertron. The Quints eventually find the planet Lockdown's ancestors settled on and start attacking them and trying to reenslave them. At some point they discover that the bots brains develop in a couple of stages, sort of like humans who learn more easily and faster when their kids, only there's different places in the brain that the info is stored and the earlier memory core can just be disconnected, allowing the Quints to convince the young bots of whatever they want.

I'm revising this theory a little, I just like Primus too much not to include him. Plus, my most common expletive in real life is "For Primus sake" so if Primus exists in the story I can't get in trouble when I write it without thinking about it.

Another less fleshed out idea is that the Quints had become so dependent on the bots doing everything for them that when the second group escaped it resulted in a total collapse of the Quints society and resulted in a large number of them dieing.

Now the really important question, I do have a basic outline for the first few chapters of a sequel to this. If I start writing that story would you want to start reading it with the probability that it could be months between updates because of college and I'd just make sure I don't do any cliffhangers. Yes, it will be a romance, no matter how hard I try my brain is just hardwired for romance writing.


End file.
